Cross-Border Investment How to enforce SPA remedies?

Friday, April 26
Location (Room)
La lune

Most of share purchase agreements entered into in M&A transactions have remedy clauses such as indemnities, specific performance, etc. In case of cross-border M&A transactions, it is often difficult to enforce the remedies agreed in a share purchase agreement due to differences of laws and cultures. The moderator and speakers from various jurisdictions will discuss frequently observed issues of enforcement of SPA remedies and seek practical solutions.



Ryo Kotoura

Practice Areas
International Practice; M&A/Business Restructuring, Joint Ventures, Business Alliances, Cross-border M&A; and International Litigation and Cross-Border Disputes, International Arbitration

Ryo Kotoura is a partner of Anderson Mori & Tomotsune working primarily in the field of Japan-India related matters. With his experience working at an Indian law firm, he regularly advises on Japanese domestic clients advancing to South Asian Countries (India, Bangladesh and Pakistan. In particular, India) (establishment and operation of local subsidiaries, branch and liaison offices), joint ventures and acquisition of local companies (including those acquired through tender offer), research of regulations and support for filings, support for conclusion of distributorship agreements and agency agreements, employment management, management of intellectual property rights, litigation, as well as on other legal issues that Japanese companies often face in South Asian Countries (in particular, India).

He has abundant experience of advising Japanese companies disputing with the companies in South Asian countries (in particular, India) by international arbitration in a third country, those litigation in those countries etc.

He also advises domestic clients in Japan on M&A, corporate restructuring and internal compliance matters.

Education / Background

Mar 2002
Kyoto University (LL.B.)
2002 - 2003
The Legal Training and Research Institute of the Supreme Court of Japan
May 2009
Graduate study, Columbia Law School (LL.M)


Jul 27, 2023
IFLR1000 2023
Apr 20, 2023
The Best Lawyers in Japan™ 2024

Professional Admissions
Japan (2003)
New York (2010)

Professional and Academic Associations
Daini Tokyo Bar Association
Member, the Japan Association of Arbitrators

Japanese (first language)



Bernard Tézé

  • Prior to joining DS Avocats, Bernard Tézé was a partner of White & Case from 2001 to 2008, and Counsel at Clifford Chance where he worked for more than 10 years, including 4 years in Japan.
  • Bernard advised on more than 300 M&A transactions of all types since 1989 in France, and also outbound in Japan, China, Russia, Brazil and India. , and works for Japanese clients since 1989.
  • He is a regular speaker in Japan, where he visits twice a year clients and prospects.
  • Bernard has a Masters Degree in public and private law, a PhD in International tax law and graduated from the HEC business school. He currently acts as the Honorary Chairman of the International section of the HEC Alumni Association.



Zakir Merchant

Zakir is a Solicitor and the lead Partner at Khaitan for the Japan India Desk. He has been advising Japanese Clients since more than 15 years and has experienced all the investment cycles of entry as well as exits from India. Zakir forms part of the “A List of India’s Top 100 Lawyers (IBLJ)” and has been part of some of the largest M&A deals in the country. He also acted as a retained counsel for the Japanese External Trade Research Organisation.

In a career spanning more than 22 years Zakir has developed a very niche practice specializing in pre-dispute strategies between joint venture partners (foreign and domestic) leading to exits or buy outs.

Zakir has acted for almost all of the largest Japanese companies such as Renesas, Yamaha, Nippon Life Insurance, Toyota and the large trading houses.

Corporate and Commercial
Mergers & Acquisitions
Private Equity


Professional Affiliations:
Bar Council of Maharashtra & Goa
The Bombay Incorporated Law Society, Mumbai



André Brunschweiler